This research is consistent with a long-term objective of disease risk-reduction through physical activity (PA) behavior change in populations at risk from sedentary living. The population is low-income mothers enrolled in the WIC nutrition program. The theoretical framework is based on the Transtheoretical Model of behavior change and Social Cognitive theory. After two preparatory studies, a pilot-test of a nurse-counseled intervention will take place. The specific aims are: a) to see if there are trends in the hypothesized direction, and b) to identify the effect size (for a larger clinical trial), associated with a PA behavior change intervention on behavioral, social and cognitive outcomes among WIC mothers. The pilot-test uses a quasi experimental nonequivalent groups design with a systematic random sample (N=80). Two WIC programs will be randomly assigned to: 1) a nurse-counseled behavior change intervention and biweekly phone prompts (8 weeks); or, 2) control (counseling on self-breast exam). Dependent variables include: stages and processes of behavior change, PA behavior, and both social and cognitive concepts (i.e., social support, self-efficacy, and perceived benefits and barriers to PA). The five hypotheses are, ten weeks post-counseling. 1) The experimental (EX) group will advance in stage of PA behavior change more than the control (C) group. 2) The EX group will have greater PA behavior than the C group. 3) Subjects in both EX and C groups will use the ten processes of behavior change differently across the stages of behavior change. 4) The EX group will report improved social and cognitive factors more than the C group. S) Improved social and cognitive factors will be associated with advancement in stage of PA behavior change. Data will be analyzed using residualized change scores and the ANOVA statistical test with post hoc comparisons. The outcome of the proposed training and research is preparation for post-doctoral research.